EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I Tobin Armstrong, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
D. STEPHEN SLACK, and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with
or without the others, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my
capacity as a director of the Company, said Annual Report, any
and all amendments to said Annual Report and all instruments as
said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do
and perform in my name and on my behalf in my capacity as a
director any act whatsoever that is necessary or desirable to be
done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I
hereby ratify and approve any and all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ TOBIN ARMSTRONG
Tobin Armstrong
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I Jack S. Blanton, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
D. STEPHEN SLACK, and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with
or without the others, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my
capacity as a director of the Company, said Annual Report, any
and all amendments to said Annual Report and all instruments as
said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do
and perform in my name and on my behalf in my capacity as a
director any act whatsoever that is necessary or desirable to be
done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I
hereby ratify and approve any and all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ JACK S. BLANTON
Jack S. Blanton
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I W. M. Brumley, Jr., in my capacity as
a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
D. STEPHEN SLACK, and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with
or without the others, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my
capacity as a director of the Company, said Annual Report, any
and all amendments to said Annual Report and all instruments as
said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do
and perform in my name and on my behalf in my capacity as a
director any act whatsoever that is necessary or desirable to be
done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I
hereby ratify and approve any and all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ W. M. BRUMLEY, JR.
W. M. Brumley, Jr.
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I John B. Carter, Jr., in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN
WAGENEN, D. STEPHEN SLACK, and THOMAS E. HART, and each of them
severally, my true and lawful attorney or attorneys with power to
act with or without the others, and with full power of
substitution and resubstitution, to execute in my name, place and
stead in my capacity as a director of the Company, said Annual
Report, any and all amendments to said Annual Report and all
instruments as said attorneys or any of them shall deem necessary
or incidental in connection therewith and to file the same with
the Commission. Each of said attorneys shall have full power and
authority to do and perform in my name and on my behalf in my
capacity as a director any act whatsoever that is necessary or
desirable to be done in the premises as fully and to all intents
and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve any and all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ JOHN B. CARTER, JR.
John B. Carter, Jr.
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I William L. Fisher, in my capacity as
a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
D. STEPHEN SLACK, and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with
or without the others, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my
capacity as a director of the Company, said Annual Report, any
and all amendments to said Annual Report and all instruments as
said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do
and perform in my name and on my behalf in my capacity as a
director any act whatsoever that is necessary or desirable to be
done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I
hereby ratify and approve any and all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ WILLIAM L. FISHER
William L. Fisher
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I William E. Gipson, in my capacity as
a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
D. STEPHEN SLACK, and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with
or without the others, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my
capacity as a director of the Company, said Annual Report, any
and all amendments to said Annual Report and all instruments as
said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do
and perform in my name and on my behalf in my capacity as a
director any act whatsoever that is necessary or desirable to be
done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I
hereby ratify and approve any and all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ WILLIAM E. GIPSON
William E. Gipson
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I Gerrit W. Gong, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
D. STEPHEN SLACK, and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with
or without the others, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my
capacity as a director of the Company, said Annual Report, any
and all amendments to said Annual Report and all instruments as
said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do
and perform in my name and on my behalf in my capacity as a
director any act whatsoever that is necessary or desirable to be
done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I
hereby ratify and approve any and all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ GERRIT W. GONG
Gerrit W. Gong
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I Thomas E. Hart, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
D. STEPHEN SLACK, and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with
or without the others, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my
capacity as a director of the Company, said Annual Report, any
and all amendments to said Annual Report and all instruments as
said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do
and perform in my name and on my behalf in my capacity as a
director any act whatsoever that is necessary or desirable to be
done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I
hereby ratify and approve any and all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ THOMAS E. HART
Thomas E. Hart
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I J. Stuart Hunt, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
D. STEPHEN SLACK, and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with
or without the others, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my
capacity as a director of the Company, said Annual Report, any
and all amendments to said Annual Report and all instruments as
said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do
and perform in my name and on my behalf in my capacity as a
director any act whatsoever that is necessary or desirable to be
done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I
hereby ratify and approve any and all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ J. STUART HUNT
J. Stuart Hunt
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I Frederick A. Klingenstein, in my
capacity as a director of the Company, do hereby appoint PAUL G.
VAN WAGENEN, D. STEPHEN SLACK, and THOMAS E. HART, and each of
them severally, my true and lawful attorney or attorneys with
power to act with or without the others, and with full power of
substitution and resubstitution, to execute in my name, place and
stead in my capacity as a director of the Company, said Annual
Report, any and all amendments to said Annual Report and all
instruments as said attorneys or any of them shall deem necessary
or incidental in connection therewith and to file the same with
the Commission. Each of said attorneys shall have full power and
authority to do and perform in my name and on my behalf in my
capacity as a director any act whatsoever that is necessary or
desirable to be done in the premises as fully and to all intents
and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve any and all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ FREDERICK A. KLINGENSTEIN
Frederick A. Klingenstein
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I Nicholas R. Petry, in my capacity as
a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
D. STEPHEN SLACK, and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with
or without the others, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my
capacity as a director of the Company, said Annual Report, any
and all amendments to said Annual Report and all instruments as
said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do
and perform in my name and on my behalf in my capacity as a
director any act whatsoever that is necessary or desirable to be
done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I
hereby ratify and approve any and all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ NICHOLAS R. PETRY
Nicholas R. Petry
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Act"), an Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as prescribed by
the Commission pursuant to the Act, and the rules and regulations
of the Commission promulgated thereunder, with any and all
exhibits and other documents relating to said Annual Report;
NOW, THEREFORE, I Jack A. Vickers, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
D. STEPHEN SLACK, and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with
or without the others, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my
capacity as a director of the Company, said Annual Report, any
and all amendments to said Annual Report and all instruments as
said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do
and perform in my name and on my behalf in my capacity as a
director any act whatsoever that is necessary or desirable to be
done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I
hereby ratify and approve any and all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on
this 25th day of January, 1994.
/s/ JACK A. VICKERS
Jack A. Vickers